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As filed with the Securities and Exchange Commission on November 4, 1996
1933 Act Registration No. 33-60812
1940 Act Registration No. 811-7630
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1933 (X)
Pre-Effective Amendment No. ( )
Post-Effective Amendment No. 5 (X)
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 (X)
Amendment No. 7 (X)
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PaineWebber Investment Trust III
(Exact Name of Registrant as Specified in Charter)
1285 Avenue of the Americas
New York, N.Y. 10019
(Address of principal executive office)
Registrant's Telephone Number, Including Area Code: (212) 713-2000
Dianne E. O'Donnell, Esq.
Mitchell Hutchins Asset Management Inc.
1285 Avenue of the Americas
New York, N.Y. 10019
(Name and Address of Agent for Service)
Copies to:
Elinor Gammon
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, DC 20036-1800
It is proposed that this filing will become effective (check appropriate box)
X Immediately upon filing pursuant to paragraph (b) of Rule 485
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_ On _____________ pursuant to paragraph (b) of Rule 485
_ 60 days after filing pursuant to paragraph (a)(i) of Rule 485
_ On _____________ pursuant to paragraph (a)(i) of Rule 485
_ 75 days after filing pursuant to paragraph (a)(ii) of Rule 485
_ On _____________ pursuant to paragraph (a)(ii) of Rule 485
If appropriate, check the following box:
_ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment
The Registrant has registered an indefinite number of its shares under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act
of 1940, as amended. A Rule 24f-2 notice for the period ended July 26, 1996 was
filed by the Registrant on September 15, 1996.
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Pursuant to paragraph (a)(2) and (b)(3) of Rule 24f-2, Registrant hereby
terminates its current effective declaration.
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PaineWebber Investment Trust III
The Purpose of this Post-Effective Amendment to the Registration Statement
for PaineWebber Investment Trust III (which has one series, PaineWebber Small
Cap Growth Fund) is to terminate its Rule 24f-2 declaration pursuant to the
requirements of Rule 24f-2(b)(3). Accordingly, language regarding such
termination is provided on the facing sheet of this document as required by Rule
24f-2(a)(2).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, PaineWebber Investment Trust III
certifies that it meets all of the requirements for effectiveness of this
Post-Effective Amendment No. 5 to its Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Post-Effective
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York and State of New York, on the ____ day of
November, 1996.
PaineWebber Investment Trust III
By:
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Dianne E. O'Donnell
Vice President & Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Margo N. Alexander Trustee and President November 4, 1996
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Margo N. Alexander*
/s/ Richard Q. Armstrong Trustee November 4, 1996
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Richard Q. Armstrong*
/s/ E. Garret Bewkes, Jr. Trustee November 4, 1996
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E. Garret Bewkes, Jr.*
/s/ Richard R. Burt Trustee November 4, 1996
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Richard R. Burt*
/s/ Mary Farrell Trustee November 4, 1996
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Mary Farrell*
/s/ Meyer Feldberg Trustee November 4, 1996
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Meyer Feldberg*
/s/ George W. Gowen Trustee November 4, 1996
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George W. Gowen*
/s/ Frederic V. Malek Trustee November 4, 1996
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Frederic V. Malek*
/s/ Carl W. Schafer Trustee November 4, 1996
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Carl W. Schafer*
/s/ John R. Torell III Trustee November 4, 1996
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John R. Torell III*
/s/ Julian F. Sluyters Vice President and November 4, 1996
- ------------------------------ Treasurer (Chief Financial
Julian F. Sluyters and Accounting Officer)
</TABLE>
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* Signature affixed by Dianne E. O'Donnell pursuant to power of attorney
dated May 21, 1996 and incorporated by reference from Post-Effective
Amendment No. 30 to the registration statement of PaineWebber Managed
Municipal Trust, SEC File No. 2-89016, filed June 27, 1996.
